[ ]
|
Confidential,
For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
|
[X]
|
Definitive
Proxy Statement
|
[ ]
|
Definitive
Additional Materials
|
[ ]
|
Soliciting
Material Pursuant to § 240.14a-12
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
Payment
of Filing Fee (Check the appropriate
box):
|
[X]
|
No
fee required
|
[ ]
|
Fee
Computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
1.
|
To
elect as Class I Directors the three nominees named for such offices in
the attached proxy statement and to elect as a Class III Director the one
nominee for such office in the attached proxy
statement;
|
2.
|
To
ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s
independent accountants for the fiscal year ending March 31, 2011;
and
|
3.
|
To
transact any other business that may properly come before the Annual
Meeting or any adjournment thereof.
|
Kurt
Cummings
Corporate
Secretary
|
Page
|
|
Introduction . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
|
3
|
Proposal I – Election of Directors. . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
|
4
|
Proposal II – Proposed Ratification of Appointment of
Independent Accountants. . . . . . . . . . . . .
|
7
|
Ownership of Securities by Directors,
Director Nominees and Executive Officers . . . . . . . . . . . . . .
.
|
8
|
Security Ownership of Certain Beneficial Owners
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
|
9
|
Section 16(a) Beneficial Ownership Reporting Compliance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
9
|
Board of Directors – Governance . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
|
9
|
Board of Directors – Meetings Held and
Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . .
|
12
|
Director Compensation . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
|
14
|
Equity Compensation Plan Information . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
|
15
|
Compensation Committee Interlocks and Insider
Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
15
|
Report of the Audit Committee . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
|
16
|
Relationship with Kyocera and Other Related
Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
17
|
Compensation Committee and Equity Compensation
Committee Report . . . . . . . . . . . . . . . . . . . . . . .
.
|
19
|
Compensation Discussion and Analysis. . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
|
19
|
Executive Compensation . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
|
22
|
Shareholder Proposals . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
|
28
|
Proxy Solicitation. . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
|
28
|
KAZUO
INAMORI
|
Age
78
|
Chairman
Emeritus of the Board since 1997. Chairman Emeritus of the Board of
Kyocera Corporation (“Kyocera”), the Company’s majority shareholder, since
2005. Chairman Emeritus and Director of Kyocera from 1997 to
2005. Kazuo Inamori’s experience managing Kyocera’s global
operations since founding Kyocera makes him a valuable resource on the
Board.
|
DAVID A.
DECENZO
|
Age
55
|
Member
of the Board since 2007. President of Coastal Carolina University in South
Carolina (“CCU”) since 2007. From 2006 to 2007 Senior Vice
President of Academic Affairs and Provost at CCU. From 2002 to
2006, Dean of the E. Craig Wall, Sr., Wall College of Business
Administration at CCU. From 1992 to 2002, Director of partnership
development in the College of Business and Economics at Towson University
in Maryland. Mr.
DeCenzo’s extensive experience in the academic and business community
brings a unique perspective to the Board and its activities and makes him
well qualified to serve as a director of the
Company.
|
TETSUO
KUBA
|
Age
56
|
Member
of the Board since May 2009. President and Representative
Director of Kyocera since April 2009. Director and Senior
Managing Executive Officer of Kyocera from 2008 to March
2009. Senior Managing Executive Officer of Kyocera from 2007 to
2008 and Managing Executive Officer of Kyocera from 2005 to 2007 and
Executive Officer of Kyocera from 2003 to 2005. Tetsuo Kuba’s
experience in various management roles at Kyocera makes him well qualified
to serve as a director of the
Company.
|
TATSUMI
MAEDA
|
Age
56
|
Member
of the Board since October 2009. Vice President and
Representative Director of Kyocera since April 2009. Director
and Senior Managing Executive Officer of Kyocera from 2008 to March
2009. Senior Managing Executive Officer of Kyocera from 2007 to
2008. Managing Executive Officer of Kyocera from 2003 to
2007. Tatsumi Maeda’s experience in various Kyocera operations
make him well qualified to serve on the Board of the
Company.
|
JOHN S.
GILBERTSON
|
Age
66
|
Chairman
of the Board since 2008. Member of the Board since 1990. Chief Executive
Officer since 2001. President since 1997. Chief Operating
Officer from 1994 to 2001. Executive Vice President from 1992 to 1997,
Senior Vice President from 1990 to 1992 and employed by the Company since
1981. Director of Kyocera since 1995. Member of the
Board of Directors of Kyocera International Inc. (“KII”), a U.S.
subsidiary of Kyocera, since 2001. Mr.
Gilbertson’s varied experience in managing the Company’s business makes
him uniquely qualified for the Board.
|
MAKOTO
KAWAMURA
|
Age
60
|
Member
of the Board since 2006. Chairman of the Board and Representative Director
of Kyocera since April 2009. President and Representative Director of
Kyocera from 2005 to March 2009. Managing Executive Officer of
Kyocera from 2003 to 2005. Makoto Kawamura’ experience in the
operations at Kyocera and on its Board of Directors makes him well
qualified to serve on the Board of the
Company.
|
RODNEY N.
LANTHORNE
|
Age
65
|
Member
of the Board since 1990. President and Director of KII since
1987. Director of Kyocera since 1988. Mr.
Lanthorne’s qualifications to sit on the Board of Directors include his
extensive executive leadership, financial expertise, and international
business experience as President of
KII.
|
JOSEPH
STACH
|
Age
71
|
Member
of the Board since 2004. Retired since 2003. Vice
President of Advanced Energy Industries, a manufacturer of products for
hi-tech manufacturing processes, from 1998 to 2003. Chairman,
CEO and President of RF Power Products, Inc., a manufacturer and
distributor of radio frequency power delivery systems, from 1991 to
1998. The Company believes that Mr. Stach’s qualifications to
sit on its Board of Directors include his extensive executive leadership
and management experience in the high tech manufacturing industry as Vice
President of Advanced Energy Industries and executive positions with RF
Power products.
|
KENSUKE
ITOH
|
Age
72
|
Member
of the Board since 2008. Retired from the Board in 2007 having been a
member since 1990. Advisor of Kyocera since June 2009. Advisor
and Director of Kyocera from 2005 to June 2009. Chairman of the
Board and Representative Director of Kyocera from 1999 to
2005. Kensuke Itoh’s experience in numerous operational,
management and executive positions at Kyocera since its founding makes him
uniquely qualified to serve as a director of the
Company.
|
DONALD B.
CHRISTIANSEN
|
Age
71
|
Member
of the Board since 2002. Retired from AVX in
2000. Senior Vice President of Finance, Chief Financial Officer
and Treasurer of AVX from 1997 to 2000. Vice President of
Finance, Chief Financial Officer and Treasurer from 1994 to
1997. Chief Financial Officer from 1992 to
1994. Member of the Board from 1992 to 2000. Mr.
Christiansen’s significant financial and business experience resulting
from senior executive and financial roles with AVX and within the industry
make him eminently qualified to be a director of the Company and to serve
as the financial expert on the Audit
Committee.
|
Name
|
Amount
and Nature of Beneficial Ownership of Outstanding AVX Shares
(1)
|
Number
of AVX Shares Underlying Exercisable Options (2)
|
Total
AVX Shares
|
Percentage
of AVX Common Stock (3)
|
Amount
and Nature of Beneficial Ownership of Outstanding Kyocera Equity
Securities (1)
|
Percentage
of Kyocera Equity Securities (4)
|
||||||
Kazuo
Inamori
|
20,000
|
47,000
|
67,000
|
*
|
11,486,165
(5)
|
6.26%
|
||||||
John
S. Gilbertson
|
76,485
|
851,500
|
927,985
|
*
|
12,699
|
*
|
||||||
Kensuke
Itoh
|
6,000
|
5,000
|
11,000
|
*
|
525,072
|
*
|
||||||
Makoto
Kawamura
|
1,000
|
15,000
|
16,000
|
*
|
3,261
|
*
|
||||||
Tetsuo
Kuba
|
1,100
|
-
|
1,100
|
*
|
2,861
|
*
|
||||||
Tatsumi
Maeda
|
1,000
|
-
|
1,000
|
*
|
1,756
|
*
|
||||||
Rodney
N. Lanthorne
|
2,000
|
47,000
|
49,000
|
*
|
3,669
|
*
|
||||||
Donald
B. Christiansen
|
12,134
|
20,000
|
32,134
|
*
|
-
|
*
|
||||||
David
DeCenzo
|
-
(6)
|
10,000
|
10,000
|
*
|
-
|
*
|
||||||
Joseph
Stach
|
1,000
|
25,000
|
26,000
|
*
|
-
|
*
|
||||||
C.
Marshall Jackson
|
31,571
|
251,250
|
282,821
|
*
|
5,737
|
*
|
||||||
Pete
Venuto
|
11,334
|
139,100
|
150,434
|
*
|
597
|
*
|
||||||
Peter
Collis
|
0
|
146,402
|
146,402
|
*
|
-
|
*
|
||||||
Kurt
Cummings
|
12,262
|
111,150
|
123,412
|
*
|
239
|
*
|
||||||
All
directors, director nominees and executive officers as a
group
|
||||||||||||
(A
total of 18 individuals including those named above)
|
228,404
|
2,064,462
|
2,292,866
|
1.33%
|
12,044,377
|
6.56%
|
(1)
|
Includes
interests, if any, in shares held in the AVX Nonqualified Supplemental
Retirement Plan and AVX Corporation Retirement Plan Trusts and shares that
are owned directly by or jointly with family members. Does not include
shares of AVX held by Kyocera that may be deemed to be beneficially owned
by the above-named persons that are also directors of Kyocera. See the AVX
shares beneficially owned by Kyocera in the “Security Ownership of Certain
Beneficial Owners” table below.
|
(2)
|
Includes
AVX shares underlying options exercisable as of March 31, 2010, and
options which become exercisable within 60 days thereafter under the AVX
Corporation 1995 Stock Option Plan (the “1995 Stock Option
Plan”), the AVX Corporation 2004 Stock Option Plan (the “2004 Stock Option
Plan” and, together with the 1995 Stock Option Plan, the “Stock Option
Plans”), the AVX Corporation Non-Employee Directors’ Stock Option Plan
(the “Non-Employee Directors’ Stock Option Plan”), or the AVX Corporation
2004 Non-Employee Directors' Stock Option Plan (the “2004 Non-Employee
Directors' Stock Option Plan” and, together with
the Non-Employee Directors' Stock Option Plan, the
“Non-Employee Directors' Stock Option
Plans”).
|
(3)
|
Based
on a total number of 170,073,409 shares of Common Stock outstanding as of
March 31, 2010.
|
(4)
|
Based
on a total number of 183,520,939 shares of Kyocera equity securities
outstanding as of March 31, 2010.
|
(5)
|
Includes
4,680,000 shares held by the Inamori Foundation as to which Mr. Inamori,
as President of the foundation, may be deemed to have voting and
investment power. The aforementioned shares are not included in
the total shares held by all directors and executive officers as a
group.
|
(6)
|
Mr.
DeCenzo purchased 1,000 shares of AVX stock on May 21,
2010.
|
Name
and Address
of Beneficial Owner
|
Shares
Beneficially Owned
|
Percent
of Class (1)
|
|||
Kyocera
Corporation
6
Takeda Tobadono-cho
Fushimi-ku,
Kyoto 612-8501, Japan
|
121,800,000
|
(2)
|
71.6%
|
||
Third
Avenue Management LLC
622
Third Avenue, 32nd
Floor
New
York, NY 10017-2023
|
12,930,302
|
(3)
|
7.60%
|
· Counseling
the Chairman on issues of interest or concern to the independent
Directors;
|
||
· Evaluating,
along with the members of the Board, the Chairman’s performance;
and
|
||
· Coordinating
an annual Board self-assessment to evaluate the effectiveness of the Board
and individual
Board
members.
|
||
·
|
understand
AVX's businesses and the marketplaces in which it
operates;
|
·
|
regularly
attend meetings of the Board and of the committees on which he or she
serves;
|
·
|
review
and understand the materials provided in advance of meetings and any other
materials provided to the Board from time to
time;
|
·
|
actively,
objectively and constructively participate in meetings and the strategic
decision-making processes;
|
·
|
share
his or her perspective, background, experience, knowledge and insights as
they relate to the matters before the Board and its committees;
and
|
·
|
be
reasonably available when requested to advise the CEO and management on
specific issues not requiring the attention of the full Board but where an
individual director's insights might be helpful to the CEO or
management.
|
·
|
send
correspondence by email to compliance@avxus.com;
or
|
·
|
write
to AVX Corporation, Compliance Office, P.O. Box 3456, Myrtle Beach,
SC 29578-3456.
|
|
Director
Compensation
|
||||||||||||
Fees
Earned or Paid in Cash
|
Option
Awards
|
Total
|
||||||||||
Name
(1)
|
($)
|
($)
(2) (3)
|
($)
|
|||||||||
Kazuo
Inamori
|
2,700 | - | 2,700 | |||||||||
Kensuke
Itoh
|
13,500 | - | 13,500 | |||||||||
Makoto
Kawamura
|
16,200 | 33,102 | 49,302 | |||||||||
Tetsuo
Kuba
|
10,800 | 33,102 | 43,902 | |||||||||
Tatsumi
Maeda
|
5,400 | - | 5,400 | |||||||||
Rodney
N. Lanthorne
|
10,800 | - | 10,800 | |||||||||
Donald
B. Christiansen
|
73,100 | - | 73,100 | |||||||||
David
A. DeCenzo
|
70,300 | - | 70,300 | |||||||||
Joseph
Stach
|
73,000 | - | 73,000 | |||||||||
Yuzo
Yamamura (Retired)
|
2,700 | - | 2,700 | |||||||||
Noboru
Nakamura (Resigned)
|
2,700 | - | 2,700 |
(1)
|
Mr.
John Gilbertson, the Company’s Chief Executive Officer and President, also
serves as a director of the Company. Information regarding the
compensation paid to Mr. Gilbertson is provided in the Summary
Compensation Table of this Proxy
Statement.
|
(2)
|
The
aggregate number of option awards held by each of the directors as of
March 31, 2010 is as follows: Kazou Inamori - 52,000; Kensuke Itoh –
15,000; Makoto Kawamura – 30,000; Tetsuo Kuba – 15,000; Tatsumi Maeda – 0;
Rodney N. Lanthorne - 52,000; Donald B. Christiansen – 30,000; David A.
DeCenzo - 15,000; Joseph Stach - 30,000; Yuzo Yamamura –
47,000.
|
(3)
|
Reflects
the aggregate grant date fair value of the options awarded during fiscal
2010, computed in accordance with FASB ASC Topic 718. These
options were granted pursuant to the 2004 Non-Employee Directors’ Stock
Option Plan. The assumptions made in the valuation of stock options are
set forth in Note 11 in the Notes to Consolidated Financial Statements in
the Annual Report on Form 10-K for the fiscal year ended March 31,
2010.
|
Plan Category
|
Number
of securities to be issued upon exercise of outstanding
options, warrants and rights
|
Weighted
average exercise price of outstanding options,
warrants and rights
|
Number
of securities remaining available for future issuance under equity compensation plans
|
|||||||||
Equity
Compensation plans
approved
by security holders
|
4,878,463 | $ | 15.61 | 8,968,000 | ||||||||
Equity
compensation plans
not
approved by security holders
|
-- | -- | 230,754 | (1) |
(1)
|
Members
of the Board of Directors who are not employees of AVX or Kyocera are
eligible to defer their annual director's fee and attendance fees in an
AVX Phantom Share Unit Fund under the Deferred Compensation Plan for
Eligible Board Members (not approved by shareholders) based on the Fair
Market Value of the Common Stock at each Credit Date (all as defined in
the plan). Payment of account balances to an eligible director
(as prescribed in "Compensation of Directors" above) is payable in the
form of a number of shares of Common Stock equal to the whole number of
Phantom Shares Units (as defined) credited to such director under the
plan. See "Compensation of Directors" above for more
information.
|
2009
|
2010
|
|||||||
Audit
Fees (1)
|
$ | 3,447,009 | $ | 3,067,688 | ||||
Audit
Related Fees (2)
|
21,029 | 12,965 | ||||||
Tax
Fees (3)
|
518,258 | 255,475 | ||||||
All
Other Fees (4)
|
5,450 |
4,444
|
||||||
Total
Fees
|
$ | 3,991,745 | $ | 3,340,572 |
(1)
|
Audit
Fees represent fees for the annual audit of the Company's financial
statements, the audit of the Company's internal control over financial
reporting, the review of the interim financial statements included in the
Company's quarterly reports on Form 10-Q, and other services performed in
connection with statutory and regulatory
filings.
|
(2)
|
Audit
Related Fees include fees for services that were reasonably related to the
performance of the reviews of the Company's financial statements (but
which are not included under Audit Fees). Audit related fees consist
primarily of attestation related services required by regulatory and
governmental agencies and employee benefit plan
audits.
|
(3)
|
Tax
Fees represent fees for consultation on tax matters and tax compliance
services.
|
(4)
|
Other
Fees represent fees related to miscellaneous services as well as online
technical resources.
|
Years
Ended March 31,
|
||||||||||||
2008
|
2009
|
2010
|
||||||||||
Sales:
|
|
|||||||||||
Product
and equipment sales to affiliates
|
$ | 30,755 | $ | 16,790 | $ | 26,985 | ||||||
Subcontracting
activities
|
1,080 | 287 | - | |||||||||
Purchases:
|
||||||||||||
Purchases
of resale inventories, raw
materials, supplies,
equipment
and services
|
517,185 | 389,639 | 287,531 | |||||||||
Other:
|
||||||||||||
Dividends
paid
|
19,488 | 19,488 | 19,488 |
Fiscal
|
Salary
|
Bonus
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
||||||||||||||||
Name
& Position
|
Year
|
($)
(1)
|
($)
(1)
|
($)
(5)
|
($)
(6)
|
($)
(7)
|
($)
(8)(9)
|
($)
|
|||||||||||||||
John
S. Gilbertson (10)
|
2010
|
$ | 706,000 | $ | 54,400 | (2 | ) | $ | 218,270 | $ | - | $ | - | $ | 118,900 | 1,097,570 | |||||||
Chief
Executive Officer
|
2009
|
706,000 | 51,750 | (3 | ) | 355,320 | - | - | 113,300 | 1,226,370 | |||||||||||||
and
President
|
2008
|
670,000 | 49,150 | (4 | ) | 599,230 | 335,000 | - | 112,308 | 1,765,688 | |||||||||||||
Kurt
Cummings
|
|||||||||||||||||||||||
Vice
President,
|
2010
|
255,000 | 19,400 | (2 | ) | 39,289 | - | - | 120,760 | 434,449 | |||||||||||||
Chief
Financial Officer,
|
2009
|
255,000 | 18,100 | (3 | ) | 53,298 | 25,050 | - | 68,200 | 419,648 | |||||||||||||
Treasurer
and Secretary
|
2008
|
238,500 | 16,950 | (4 | ) | 89,885 | 141,400 | - | 77,479 | 564,214 | |||||||||||||
C.
Marshall Jackson
|
2010
|
334,000 | 26,200 | (2 | ) | 43,654 | - | - | 89,476 | 493,330 | |||||||||||||
Executive
Vice President
|
2009
|
334,000 | 25,400 | (3 | ) | 88,830 | 16,250 | - | 73,200 | 537,680 | |||||||||||||
of
Sales and Marketing
|
2008
|
325,000 | 24,650 | (4 | ) | 149,808 | 100,000 | - | 79,502 | 678,960 | |||||||||||||
Peter
Venuto
|
|||||||||||||||||||||||
Vice
President
|
2010
|
265,000 | 20,300 | (2 | ) | 54,568 | - | - | 68,936 | 408,804 | |||||||||||||
of
Sales
|
2009
|
265,000 | 19,100 | (3 | ) | 71,064 | 15,600 | - | 69,700 | 440,464 | |||||||||||||
2008
|
250,000 | 18,000 | (4 | ) | 119,846 | 117,100 | - | 85,834 | 590,780 | ||||||||||||||
Peter
Collis (11)
|
2010
|
224,000 | - | (2 | ) | 43,654 | - | 533,600 | 19,100 | 820,354 | |||||||||||||
Vice
President
|
2009
|
240,000 | - | (3 | ) | 71,064 | 14,300 | (30,616 | ) | 15,700 | 310,448 | ||||||||||||
of
Tantalum
|
2008
|
273,000 | - | (4 | ) | 119,846 | 103,100 | 129,879 | 22,100 | 647,925 |
(1)
|
Includes
amounts earned but deferred by the executive officer at his election,
pursuant to the AVX Nonqualified Supplemental Retirement Plan, (the
“Supplemental Plan”).
|
(2)
|
The
amounts shown include 50% of a benefit payable in the summer of 2010 with
respect to fiscal year 2010 in accordance with a determination by the
Company’s Board of Directors to pay discretionary cash benefits to each
U.S. salaried employee of the Company in an amount equal to 8% of such
employee’s 2009 calendar year eligible earnings. The remaining 50% of this
benefit will be earned and paid in the summer of 2011, provided the
officer is employed by the Company at that time. Amounts shown also
include 50% of a discretionary cash benefit with respect to fiscal year
2009 that is payable in the summer of 2010, based on the officer’s
continued employment with the Company at that
time.
|
(3)
|
The
amounts shown include 50% of a benefit paid in the summer of 2009 with
respect to fiscal year 2009 in accordance with a determination by the
Company’s Board of Directors to pay discretionary cash benefits to each
U.S. salaried employee of the Company in an amount equal to 8% of such
employee’s 2008 calendar year eligible earnings. The remaining 50% of this
benefit will be earned and paid in the summer of 2010, provided the
officer is employed by the Company at that time. Amounts shown
also include 50% of a discretionary cash benefit with respect to fiscal
year 2008 that was earned and paid in the summer of 2009, based on the
officer’s continued employment with the Company at that
time.
|
(4)
|
The
amounts shown include 50% of a benefit paid in the summer of 2008 with
respect to fiscal year 2008 in accordance with a determination by the
Company’s Board of Directors to pay discretionary cash benefits to each
U.S. salaried employee of the Company in an amount equal to 8% of such
employee’s 2007 calendar year eligible earnings. Amounts shown also
include 50% of a discretionary cash benefit with respect to fiscal year
2007 that was earned and paid in the summer of 2008, based on the
officer’s continued employment with the Company at that
time.
|
(5)
|
Reflects
the aggregate grant date fair value of the options awarded during fiscal
2010, computed in accordance with FASB ASC Topic 718. All stock options
were granted pursuant to the 2004 Stock Option Plan. The assumptions made
in the valuation of stock options are set forth in Note 11 in the Notes to
Consolidated Financial Statements in the Annual Report on Form 10-K for
the fiscal year ended March 31, 2010. No options have been
forfeited by any of the Named Executive
Officers.
|
(6)
|
Reflects
for the Chief Executive Officer, 100%, and for all Named Executive
Officers except the Chief Executive Officer, 75%, of the annual cash bonus
award earned under the MIP determined based on the Company’s pre-tax
financial performance and individual performance with respect to each
fiscal year and for all Named Executive Officers except the Chief
Executive Officer 25% of the annual cash bonus award with respect to the
previous fiscal year that was earned and paid in the current fiscal year,
based on the officer’s continued employment with the Company at that
time. The MIP profit target was exceeded for the fiscal year
ended March 31, 2010, but the related cash bonus awards earned have not
yet been determined, and are therefore not included in the
table. These bonus amounts earned with respect to fiscal year
2010 are expected to be determined in July 2010. No cash bonus
award was earned under the MIP for the fiscal year ended March 31, 2009.
For information regarding the MIP, see the narrative in the Compensation
Discussion and Analysis in this Proxy
Statement.
|
(7)
|
Reflects
the aggregate of the increase or decrease for each fiscal year in
actuarial present values of Mr. Collis’ accumulated benefits under the AVX
Limited Pension Scheme (the “Defined Benefit Plan”.) The
underlying value is denominated in British Pounds. This amount
has been converted to US dollars using an average exchange rate of $1.60
per Pound for the fiscal year ended March 31, 2010. See the
Pension Benefits table and related narrative disclosure for information
regarding the Defined Benefit Plan.
|
(8)
|
Reflects
Company's contribution for the fiscal year ended March 31, 2010 on behalf
of the respective Named Executive Officers pursuant to the terms of the
Supplemental Plan and the AVX Corporation Retirement Plan (the "Retirement
Plan") in the following amounts respectively: John S.
Gilbertson - $44,700 and $32,000; C. Marshall Jackson - $37,176 and
$32,000; Peter Venuto - $15,560 and $31,700; Kurt Cummings - $17,736 and
$31,700.
|
(9)
|
Includes
relocation expenses of $59,400 for Kurt Cummings including incidental
allowance, house closing and house hunting
costs.
|
(10)
|
Mr.
Gilbertson is a Named Executive Officer who also serves as a
director. Mr. Gilbertson received no compensation for services
as a director in any fiscal year
presented.
|
(11)
|
Mr.
Collis’ compensation is paid in British Pounds and has been converted to
U.S. Dollars at a rate of $1.60, $1.72 and $2.00 per Pound for fiscal
2010, 2009 and 2008, respectively.
|
Estimated
Future Payouts Under Non-Equity
Incentive
Plan Awards
|
Number
of Securities Underlying Options
|
Exercise
Price of Option Awards
|
Grant
Date Fair Value of Option Awards
|
||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
(#) (3) |
($)
(4)
|
($)
|
||||||||||||||
John
S. Gilbertson
|
353,000 | (1) | 706,000 | (1) | 1,059,000 | (1) | |||||||||||||||
5/15/2009
|
100,000 | 9.60 | 218,270 | ||||||||||||||||||
Kurt
Cummings
|
(2 | ) | (2 | ) | (2 | ) | |||||||||||||||
5/15/2009
|
18,000 | 9.60 | 39,289 | ||||||||||||||||||
C.
Marshall Jackson
|
(2 | ) | (2 | ) | (2 | ) | |||||||||||||||
5/15/2009
|
20,000 | 9.60 | 43,654 | ||||||||||||||||||
Peter
Venuto
|
(2 | ) | (2 | ) | (2 | ) | |||||||||||||||
5/15/2009
|
25,000 | 9.60 | 54,568 | ||||||||||||||||||
Peter
Collis
|
(2 | ) | (2 | ) | (2 | ) | |||||||||||||||
5/15/2009
|
20,000 | 9.60 | 43,654 |
(1)
|
Reflects
threshold, target and maximum payout opportunities under the MIP for the
fiscal year ended March 31, 2010. Mr. Gilbertson’s award is
determined as a percentage of his salary (up to 150% of base salary) based
on the Company’s achievement of pre-tax profit goals. For
information regarding the MIP, see the discussion in the Compensation
Discussion and Analysis in this Proxy
Statement.
|
(2)
|
The
Named Executive Officers, other than Mr. Gilbertson, have the opportunity
to share in a bonus pool that is established under the MIP and based on
the Company’s achievement of pre-tax profit goals. Individual
bonus amounts for these Named Executive Officers are determined by the CEO
based on a subjective evaluation of each executive’s annual
performance. The Company did not establish threshold, target
and maximum bonus opportunities for these Named Executive Officers, and
therefore no values are reported in this column. The MIP profit target was
exceeded for the fiscal year ended March 31, 2010, but the related cash
bonus awards have not yet been determined. For information
regarding the MIP, see the discussion in the Compensation Discussion and
Analysis in this Proxy Statement.
|
(3)
|
Reflects
the number of options to purchase shares of AVX common stock awarded to
each Named Executive Officer during the fiscal year ended March 31, 2010
under the Company’s 2004 Stock Option Plan. The options vest as
to 25% of the shares one-year from the date of grant and as to 25% of the
shares on each of the three succeeding anniversary dates, provided the
officer continues to be employed by the Company or any of its
subsidiaries. There are no performance based conditions that
are applicable to these options.
|
(4)
|
The
exercise price is based on the closing market price on the grant date, as
provided in the 2004 Stock Option
Plan.
|
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||
John
S. Gilbertson
|
5/26/2000
|
50,000 | 0 | $ | 29.30 |
5/26/2010
|
||||
1/8/2001
|
50,000 | 0 | $ | 17.00 |
1/8/2011
|
|||||
4/22/2002
|
100,000 | 0 | $ | 19.46 |
4/22/2012
|
|||||
9/9/2002
|
126,500 | 0 | $ | 11.41 |
9/9/2012
|
|||||
6/3/2003
|
100,000 | 0 | $ | 11.92 |
6/3/2013
|
|||||
5/14/2004
|
100,000 | 0 | $ | 14.46 |
5/14/2014
|
|||||
5/6/2005
|
100,000 | 0 | $ | 11.30 |
5/6/2015
|
|||||
6/23/2006
|
75,000 | 25,000 | $ | 15.28 |
6/23/2016
|
|||||
5/8/2007
|
50,000 | 50,000 | $ | 17.88 |
5/8/2017
|
|||||
5/15/2008
|
25,000 | 75,000 | $ | 13.15 |
5/15/2018
|
|||||
5/15/2009
|
0 | 100,000 | $ | 9.60 |
5/15/2019
|
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||
Kurt
Cummings
|
5/26/2000
|
16,000 | 0 | $ | 29.30 |
5/26/2010
|
||||
1/8/2001
|
10,000 | 0 | $ | 17.00 |
1/8/2011
|
|||||
4/22/2002
|
10,000 | 0 | $ | 19.46 |
4/22/2012
|
|||||
9/9/2002
|
8,500 | 0 | $ | 11.41 |
9/9/2012
|
|||||
6/3/2003
|
10,000 | 0 | $ | 11.92 |
6/3/2013
|
|||||
5/14/2004
|
10,000 | 0 | $ | 14.46 |
5/14/2014
|
|||||
5/6/2005
|
10,000 | 0 | $ | 11.30 |
5/6/2015
|
|||||
6/23/2006
|
11,250 | 3,750 | $ | 15.28 |
6/23/2016
|
|||||
5/8/2007
|
7,500 | 7,500 | $ | 17.88 |
5/8/2017
|
|||||
5/15/2008
|
5,900 | 9,100 | $ | 13.15 |
5/15/2018
|
|||||
5/15/2009
|
0 | 18,000 | $ | 9.60 |
5/15/2019
|
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||
C.
Marshall Jackson
|
5/26/2000
|
40,000 | 0 | $ | 29.30 |
5/26/2010
|
||||
1/8/2001
|
25,000 | 0 | $ | 17.00 |
1/8/2011
|
|||||
4/22/2002
|
25,000 | 0 | $ | 19.46 |
4/22/2012
|
|||||
9/9/2002
|
31,250 | 0 | $ | 11.41 |
9/9/2012
|
|||||
6/3/2003
|
25,000 | 0 | $ | 11.92 |
6/3/2013
|
|||||
5/14/2004
|
25,000 | 0 | $ | 14.46 |
5/14/2014
|
|||||
5/6/2005
|
25,000 | 0 | $ | 11.30 |
5/6/2015
|
|||||
6/23/2006
|
18,750 | 6,250 | $ | 15.28 |
6/23/2016
|
|||||
5/8/2007
|
12,500 | 12,500 | $ | 17.88 |
5/8/2017
|
|||||
5/15/2008
|
6,250 | 18,750 | $ | 13.15 |
5/15/2018
|
|||||
5/15/2019
|
0 | 20,000 | $ | 9.60 |
5/15/2019
|
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||
Peter
Venuto
|
1/8/2001
|
15,000 | 0 | $ | 17.00 |
1/8/2011
|
||||
4/22/2002
|
15,000 | 0 | $ | 19.46 |
4/22/2012
|
|||||
9/9/2002
|
2,850 | 0 | $ | 11.41 |
9/9/2012
|
|||||
6/3/2003
|
20,000 | 0 | $ | 11.92 |
6/3/2013
|
|||||
5/14/2004
|
20,000 | 0 | $ | 14.46 |
5/14/2014
|
|||||
5/6/2005
|
20,000 | 0 | $ | 11.30 |
5/6/2015
|
|||||
6/23/2006
|
15,000 | 5,000 | $ | 15.28 |
6/23/2016
|
|||||
5/8/2007
|
10,000 | 10,000 | $ | 17.88 |
5/8/2017
|
|||||
5/15/2008
|
5,000 | 15,000 | $ | 13.15 |
5/15/2018
|
|||||
5/15/2009
|
0 | 25,000 | $ | 9.60 |
5/15/2019
|
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||
Peter
Collis
|
5/26/2000
|
8,000 | 0 | $ | 29.30 |
5/26/2010
|
||||
1/8/2001
|
15,000 | 0 | $ | 17.00 |
1/8/2011
|
|||||
4/22/2002
|
14,000 | 0 | $ | 19.46 |
4/22/2012
|
|||||
9/9/2002
|
4,400 | 0 | $ | 11.41 |
9/9/2012
|
|||||
6/3/2003
|
20,000 | 0 | $ | 11.92 |
6/3/2013
|
|||||
5/14/2004
|
20,000 | 0 | $ | 14.46 |
5/14/2014
|
|||||
5/6/2005
|
20,000 | 0 | $ | 11.30 |
5/6/2015
|
|||||
6/23/2006
|
15,001 | 4,999 | $ | 15.28 |
6/23/2016
|
|||||
5/8/2007
|
10,001 | 9,999 | $ | 17.88 |
5/8/2017
|
|||||
5/15/2008
|
5,000 | 15,000 | $ | 13.15 |
5/15/2018
|
|||||
5/15/2009
|
0 | 20,000 | $ | 9.60 |
5/15/2019
|
Number
of Years Credited Service
|
Present
Value of Accumulated Benefit
|
|||||||
Name
|
Plan
Name
|
(#) |
($)
(1)
|
|||||
Peter
Collis
|
AVX
Limited Pension Scheme
|
37.4
years
|
$ | 2,030,000 |
(1)
|
Present
Value of Accumulated Benefit calculation is denominated in British
Pounds. This amount has been converted to US dollars using an
exchange rate of $1.60 per Pound at March 31,
2010.
|
Executive
Contributions in FY 2010
|
Company
Contributions in FY 2010
|
Aggregate
Gains/(Losses) in FY 2010
|
Aggregate
Withdrawals/Distributions
|
Aggregate
Balance at March 31, 2010
|
||||||||
Name
|
($)
(1)
|
($)
(2)
|
($)
|
($)
|
($)
|
|||||||
John
S. Gilbertson
|
75,959 | 44,700 | 293,807 | (1,890,853 | ) | 2,532,049 | ||||||
Kurt
Cummings
|
10,624 | 17,736 | 128,957 | - | 466,497 | |||||||
C.
Marshall Jackson
|
15,093 | 37,176 | 679,308 | - | 2,509,643 | |||||||
Peter
Venuto
|
10,717 | 15,560 | 67,003 | - | 277,161 | |||||||
Peter
Collis
|
- | - | - | - | - |
(1)
|
The
amounts in this column are included in the Salary and/or Bonus columns of
the Summary Compensation Table.
|
(2)
|
The
amounts in this column are included in the All Other Compensation column
of the Summary Compensation Table.
|